Melissa Ballenger
About Melissa J. Ballenger
Melissa J. Ballenger, age 55, is an independent director of ePlus inc. (PLUS) since January 3, 2025 and currently serves as Audit Committee Chair and as a member of the Compensation Committee; she is affirmed independent under Nasdaq rules and designated an “audit committee financial expert.” She is a CPA, NACD Certified Director, former Arthur Andersen auditor, and holds a summa cum laude BBA from William & Mary; she was an adjunct business professor at William & Mary (2024–2025) and appointed to its Board of Visitors effective July 2025 . She has provided strategic advice to multiple boards and has deep experience in strategic/financial planning, capital markets/treasury, operational efficiency, risk management, M&A, and international finance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mosaic (fintech for sustainable home improvements) | Chief Financial Officer | 2020–2023 | Led finance for growth-stage platform; strategic and financial execution |
| State Street (EMEA) | Chief Financial Officer | Within 2003–2019 span (exact dates not disclosed) | Public company finance leadership; international expertise |
| Santander | Chief Financial Officer | Within 2003–2019 span (exact dates not disclosed) | Financial services and capital markets leadership |
| TD | Chief Financial Officer | Within 2003–2019 span (exact dates not disclosed) | North American banking finance leadership |
| Mastercard | Principal Accounting Officer & Controller | Within 2003–2019 span (exact dates not disclosed) | Global payments operations, accounting controls |
| Arthur Andersen | Auditor (CPA) | Not disclosed | External audit rigor; foundation for financial expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Penn Mutual Life Insurance Company | Board of Trustees | Current (as of proxy date) | Mutual insurer; not a public company board |
| William & Mary | Board of Visitors | Effective July 2025 | Governance oversight for public university |
| William & Mary | Adjunct Business Professor | 2024–2025 | Academic engagement; finance/management teaching |
| NACD | Certified Director | Not disclosed | NACD credential underscores governance proficiency |
Board Governance
- Independence: The Board determined Ballenger is independent; all standing committees are fully independent .
- Committee leadership and membership: Audit Committee Chair (effective July 18, 2025) and Compensation Committee member; Audit Committee members are financially literate and Ballenger (and others) are “audit committee financial experts” .
- Meetings and attendance: FY2025 Board held 7 meetings; each director attended at least 75% of applicable Board/committee meetings; all eight directors then in service attended the 2024 Annual Meeting .
- Board structure: Separate Chair (Maureen F. Morrison) and CEO; regular executive sessions of independent directors .
- Committee activity (FY2025): Audit (9 meetings); Compensation (5 meetings); Nominating & Corporate Governance (5 meetings) .
- Interlocks: Compensation Committee comprised of independent directors (including Ballenger); no compensation committee interlocks or insider participation requiring disclosure in FY2025 .
| Committee | Role | Meetings Held (FY2025) | Independence | Financial Expert |
|---|---|---|---|---|
| Audit | Chair (Ballenger); members: Callies, Morrison | 9 | Yes (Nasdaq and Exchange Act) | Yes (Ballenger qualifies) |
| Compensation | Member (Ballenger); Chair: Bergeron; members: Hunt | 5 | Yes (Nasdaq, Rule 16b-3, IRC 162(m)) | N/A |
| Nominating & Corporate Governance | Not listed as member for Ballenger | 5 | Yes (Nasdaq) | N/A |
Fixed Compensation
- Program structure (non-employee directors): Annual cash retainer $86,250; annual restricted stock award $105,000; Board Chair add’l $50,000 cash; committee chair add’l cash: Audit $15,000, Compensation $12,500, Nominating & Corporate Governance $10,000; paid quarterly; directors may elect stock in lieu of cash .
- FY2025 grant timing/vesting (directors): Annual restricted stock granted October 1, 2024; vests on earlier of October 1, 2025 or next annual meeting after October 1, 2024 .
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $86,250 | Paid quarterly in $21,562.50 installments |
| Annual restricted stock award | $105,000 | Grant Oct 1, 2024; vest earlier of Oct 1, 2025 or next annual meeting after Oct 1, 2024 |
| Board Chair fee (cash) | $50,000 | Effective April 1, 2024; paid quarterly |
| Audit Committee Chair fee (cash) | $15,000 | Effective April 1, 2024; paid quarterly |
| Compensation Committee Chair fee (cash) | $12,500 | Effective April 1, 2024; paid quarterly |
| Nominating & Corporate Governance Chair fee (cash) | $10,000 | Effective April 1, 2024; paid quarterly |
| Melissa J. Ballenger – FY2025 Director Compensation | Amount |
|---|---|
| Fees Earned or Paid in Cash | $21,083 |
| Stock Awards (grant-date fair value) | $77,954 |
| Total | $99,037 |
| Notes | Joined Board Jan 3, 2025; compensation pro rata for partial year |
Performance Compensation
- Non-employee director pay at ePlus is not performance-linked; equity grants are time-based restricted stock under the 2024 Non-Employee Director LTIP, with vesting as noted below .
- Directors may elect to receive stock in lieu of cash fees; such stock is not subject to forfeiture or vesting .
| Equity Award (Directors) | Grant Date | Vesting | Plan |
|---|---|---|---|
| Annual restricted stock | Oct 1, 2024 | Earlier of Oct 1, 2025 or next annual meeting after Oct 1, 2024 | 2024 Non-Employee Director LTIP |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Status |
|---|---|---|---|
| None (public company boards) | — | — | Ballenger has zero other public company directorships |
- Private/Institutional boards: Trustee, The Penn Mutual Life Insurance Company (not public) .
- Compensation Committee Interlocks: None disclosed; no insider participation; no reciprocal board relationships involving ePlus executives in FY2025 .
Expertise & Qualifications
- Audit and finance: CPA; audit committee financial expert designation; Principal Accounting Officer/Controller experience at Mastercard; Arthur Andersen audit background .
- Strategic finance: CFO roles at State Street (EMEA), Santander, TD; capital markets and treasury management; risk management; operational efficiency; M&A; international expertise .
- Governance credentials: NACD Certified Director; strategic board advisory experience .
- Academic and civic: Adjunct business professor (2024–2025) and Board of Visitors appointment at William & Mary (effective July 2025) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Aggregate beneficial shares | 1,047 | Includes 1,047 restricted shares not vested as of July 22, 2025 |
| Ownership % of outstanding | <1% | Total shares outstanding 26,625,574 (incl. 258,889 restricted) |
| Unvested restricted shares | 1,047 | Outstanding as of March 31, 2025 |
| Options outstanding | None (company does not currently grant new option-like awards) | Company states no new stock options/SARs granted; Item 402(x) not applicable |
| Director stock ownership guideline | 3x annual cash retainer within 4 years of joining | Monitored by Nominating & Corporate Governance Committee; directors met or are within phase-in period |
| Hedging/pledging policy | Hedging, short sales, derivatives prohibited; pledging prohibited except in limited pre-approved circumstances | Insider trades require pre-approval |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair with “financial expert” designation; independent committees; strong insider trading controls (anti-hedging/pledging); clear related-party transaction review policy; no related-party transactions disclosed involving Ballenger; and robust director ownership guidelines .
- Engagement: FY2025 committee cadence (Audit 9; Compensation 5; NCG 5) and Board attendance ≥75% support active oversight; all directors attended the 2024 Annual Meeting .
- Alignment: Director pay mix includes meaningful equity; ability to elect stock in lieu of cash increases alignment; guideline of 3x retainer within four years with Ballenger within phase-in given January 2025 appointment .
- Potential risks/flags: None disclosed specific to Ballenger—no other public boards (limits interlocks), no related-party exposure, and no hedging/pledging indicated; note that FY2025 compensation is pro rata due to mid-year appointment, with Audit Chair fee applicable beginning FY2026 after her July 18, 2025 appointment .
- Shareholder confidence signals: Board leadership separated from CEO; regular executive sessions; strong say-on-pay history (93.2% support in 2024) .